Anti-Corruption Charter of the Russian Business

The Russian business community sees its mission in complying with

high standards of doing business that conform to internationally recognized

norms and in building a responsible partnership with the Government

aimed at improving the living standards of Russian citizens, developing the

national economy and making it more competitive.

Successful implementation of these objectives is hindered by corrupt

practices deeply rooted in the economic and social fields significantly

impairing competition and affecting the entrepreneurial environment.

We, representatives of the business community of the Russian

Federation, being aware of our responsibility for our country's destiny and

realizing that success in business is impossible without a universal

consensus on rejecting any form of corruption, are committed to promoting

the principles of preventing and counteracting corruption – both in dealing

with government authorities and in corporate relationships.

We, Parties to this Charter, shall make every effort to ensure that

corrupt practices, regardless of their forms or methods, are not only

punished by law but also condemned by general public and rejected as a

dangerous social evil.

We all share the understanding that corruption,

being a form of obtaining illegal advantages, benefits or personal

wealth, seriously undermines democratic institutions, national economy

and rule of law;

deprives society of resources needed for development, taking

a significant portion of national wealth out of legal business turnover;

generates threats to and limitations for a stable and safe development

of society, erodes moral foundations and values and hampers fair

competition and sustainable development;

creates conditions for proliferation of other forms of crime, including

laundering proceeds of crime;

represents a transnational phenomenon rather than a local problem,

that determines the critical importance of international cooperation in

preventing and combating corruption.

By signing this Charter, we declare and undertake to observe and

promote the following basic principles of preventing and countering

corruption.

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1. Corporate Governance Based on Anti-Corruption

Programs

A basic condition for countering corruption is the introduction of

anti-corruption programs and other anti-corruption corporate policy

measures into corporate governance practices.

Corporate programs and other internal corporate documents shall

clearly and precisely set forth principles, rules and procedures aimed at

preventing corruption in all fields of corporate activities, including business

ethics, special management procedures, personnel training requirements,

special anti-corruption supervision and audit rules, conflict of interest and

commercial bribery prevention procedures, donation, sponsorship, and

charity rules, etc.

Companies shall develop anti-corruption measures taking into

account specific features of their activities and such factors as a company

size, its line of business, aggregate risks, geographical scope of activities,

current situation and corporate culture characteristics.

Companies shall use internal tools and procedures that allow to

improve anti-corruption programs, such as feedback mechanisms, conflict

of interest prevention and resolution, and grievance examination

mechanisms.

2. Monitoring and Evaluation of Anti-Corruption Program

Implementation

Corporate management bodies, both sole-executive and collegiate,

including boards of directors, shall manage the development and monitor

the implementation of corporate anti-corruption policies and designate

officers in charge of implementation thereof.

Corporate executives should demonstrate responsible behavior to be

followed by their employees, provide the necessary assistance to senior

managers and other corporate officers in effective fulfillment of

requirements of anti-corruption programs and ensure improvement of such

programs taking into account the effectiveness of their implementation.

Program implementation shall be monitored and evaluated in

accordance with a company management structure, with the participation

of internal supervision and audit bodies. Results of the anti-corruption

program implementation shall be reflected in corporate social reporting.

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3. Effective Financial Control

Companies shall establish and maintain effective internal control,

which includes organizational tools for auditing book-keeping and

accounting practices, human resource management and other activities

covered by anti-corruption programs, and shall regularly review internal

control systems to ensure their compliance with anti-corruption program

requirements.

Companies shall supervise the accuracy of financial transactions by

duly documenting them and take action to prevent, inter alia:

– generation of off-the-books (double) accounts;

– making of off-the-books or inaccurately accounted transactions;

– recording of non-existent expenses;

– entry of liabilities with incorrect identification of their objects;

– intentional destruction of accounting and other documents earlier

than foreseen by law.

4. Personnel Training and Supervision

Based on anti-corruption programs, companies shall provide training

of their personnel and ensure their active involvement in the

implementation of such programs. Training programs shall be developed

with due regard for the trainees' objectives and job functions and shall be

regularly revised to enhance their effectiveness.

Companies shall take measures to ensure compliance by their

employees with the requirements of anti-corruption programs and shall

guarantee that none of their employees will suffer in terms of

career-development or financial harm if they reject corrupt practices, even

if such rejection leads to financial damages for the company. Violation of

anti-corruption requirements shall be punishable by disciplinary actions, up

to and including discharge of perpetrators, subject to compliance with labor

and corporate laws.

The results of the implementation of anti-corruption programs shall

be integrated in the corporate human resource policy.

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5. Collective Efforts and Publicity of Anti-Corruption

Measures

Companies shall publicly announce their anti-corruption policies and

apply effective mechanisms to communicate anti-corruption program

information within the company.

Companies shall create an environment that enables their employees

and other persons to freely identify program defects and to promptly report

suspicious circumstances to officers in charge.

In support of this principle, companies shall create secure and

accessible communication channels to be used by company employees and

other persons to identify program defects and report suspicious

circumstances confidentially and without fear of being punished.

6. Rejection of Illegally Obtained Benefits

Companies shall pursue responsible policies to promote their

interests in order to strengthen their market positions.

Companies shall develop and apply supervision rules (including

expense ceilings and reporting procedures) to ensure compliance with

anti-corruption program requirements both with respect to third parties and

to their own employees responsible for making management decisions.

Such rules shall envisage rejection of offering or accepting gifts or

paying expenses when such actions may influence (or appear to influence)

the results of a business transaction, a tender, or a decision of a government

authority or public official. In other cases, companies shall strictly adhere

to their own procedures for giving or accepting gifts, showing hospitality

and paying for services, based on the principles of transparency, good faith,

prudence and acceptability of such actions.

Any donations and sponsorship contributions made by companies

shall be fully transparent and consistent with existing laws. Companies

shall see to it that their donations and sponsorship contributions shall not be

a hidden form of bribery.

7. Partner and Counterparty Relationships Based on

Anti-Corruption Policy Principles

Companies shall strive to build their relationships with affiliates,

partners and third parties in compliance with anti-corruption principles,

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shall inform all stakeholders about their anti-corruption policy and

implement it in their organizational units and affiliates.

When assessing the due diligence of their partners and counterparties,

companies shall take into account their degree of rejection of corrupt

practices in doing business, including the existence and implementation of

anti-corruption programs. In this respect, compliance with anti-corruption

principles shall be deemed as an important factor for establishing

contractual relationships, including the option to duly terminate contractual

relationships in case of violation of anti-corruption principles.

In cooperating with partners and counterparties, wherever possible,

companies shall monitor the soundness and proportionality of fees paid to

agents, advisors and other intermediaries, as well as the adequacy of such

fees to the services actually and legally provided and the conformity to the

established legal payment procedures.

It shall be unacceptable for a company that pursues an anti-corruption

policy to promise, offer, give or accept, any undue benefit or advantage,

whether directly or through an intermediary, to any executive, officer or

employee of another company for any action or omission in violation of the

established duties.

8. Transparent and Open Procurement Procedures

Companies shall procure goods, works and services on the basis of

transparent, competitive and objective decision-making principles, and in

so doing they shall:

– publicly distribute information relating to procurement

procedures and contracts, including information on invitations to tenders

and on the award of contracts, allowing potential tenderers sufficient time

to prepare and submit their bids;

– publish tendering rules and establish, in advance, conditions for

participation in tenders, including selection and decision-making criteria to

award contracts;

– use open forms of tendering and other procurement procedures

as a priority method to procure goods, works and services;

– establish a system of internal procurement control and use such

legal mechanisms as administrative appeal, recourse and other remedies in

case of non-compliance with procurement rules;

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– take measures regarding personnel responsible for

procurement, such as demanding them to declare a conflict of interest and

monitoring compliance with professional training requirements, etc.

9. The Use of Information to Counter Corruption

Companies shall encourage detection of information on unlawful or

suspicious actions that might be considered as corruption and encourage

efforts to search for, obtain and distribute such information about their own

activities.

For these purposes, companies shall be ready to respond to requests,

consider reports about facts of corrupt practices and ensure the

investigation of such reports by independent officials.

Companies shall support efforts to inform business community,

government authorities and the public about the facts of corrupt practices,

to disclose companies and persons using corrupt schemes, and to create

a zero-tolerance-for-corruption environment.

In some instances provided for by law, certain restrictions may be

imposed, in particular, in order to:

– protect legitimate rights, reputations and personal data;

– ensure security and public order;

– protect business secrets and abide by a confidentiality regime.

10. Cooperation with the Government

Companies shall follow the principle of mutual business and

government responsibility, agreed and targeted joint actions against

corruption and shall not permit unlawful interference in the government

authorities' actions.

Important elements of cooperation include, inter alia:

– public promotion and protection of the principle that lawfully

operating businesses are profitable and successful;

– active media coverage of businesses and entrepreneurs using

anti-corruption practices;

– comprehensive support for and promotion of businesses' good

practices in opposing attempted corruption pressures.

When the government authorities perform control and audit

functions, companies shall assist them in creating conditions for non-biased

inspections and shall not impede lawful actions of such authorities.

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Companies are not allowed to use for their benefit improper forms of

collaboration with representatives of government authorities, such as

promising, offering or giving, directly or through intermediaries, any undue

benefits or advantages.

11. Promotion of Justice and Respect for the Rule of Law

For anti-corruption actions to be successful, they should be supported

by effective law enforcement work, therefore the Parties to this Charter

express their readiness to provide all-round support in detecting and

investigating corrupt practices and hereby undertake to prevent:

– threats or promises, offers or giving of improper benefits to

induce persons to give false evidence or interfere in giving evidence or

testimony regarding corruption- related offenses;

– interference in the official duties of judicial or law enforcement

officers in the course of proceedings in corruption-related offenses.

A possibility to legalize illegally acquired money represents a major

driver of corruption, therefore the Parties to this Charter shall counteract

attempted legalization of criminal proceeds, including:

– acquisition, possession, or use of assets that are known to be

criminal proceeds;

– concealment or non-disclosure of the true nature, source,

location, disposition, movement, owner of or rights to assets that are known

to be criminal proceeds.

Financial companies shall provide for proper identification of clients,

owners and beneficiaries and report suspicious transactions to competent

authorities and perform other mandatory actions aimed at counteracting

legalization of criminal proceeds.

12. Combating Bribery of Foreign Public Officials and

Officials of International Public Organizations

Companies shall abstain from promising, offering or giving any

undue benefits to a foreign public official or an official of an international

public organization, directly or through intermediaries, for this official or

other natural or legal person, so that this official act or refrain from acting

while exercising his/her official duties, in order to obtain or retain business

or other improper advantage.

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Final Provisions

Provisions of this Charter are aimed at preventing and combating

corruption and shall equally apply to self-employed entrepreneurs, any

company or entity of any form of ownership, size, line of business, or

location.

This Charter covers relationships both within business community

and between businesses and government authorities.

Russian business and employer associations that are Parties to this

Charter, recognizing the need for targeted and consistent efforts to promote

this Charter among their members, shall encourage the development and

implementation of best corporate practices, such as performance evaluation

and reputation enhancement systems, including through corporate

non-financial social reporting.

This Charter is open to accession by Russia's national, regional, or

industry associations and by Russian and foreign companies operating in

Russia. Companies may accede to this Charter directly or through

associations of which they are members.

For

the

Chamber of

Commerce and

Industry of the

Russian

Federation

For

the

Russian Union of

Industrialists and

Entrepreneurs

For

the

All-Russian

Public

Organization

“Delovaya

Rossiya”

(Business

Russia)

For

the

All-Russian

Public

Organization of

Small and

Medium Business

"OPORA Russia"

/signed/

S.N.Katyrin

/signed/

A.N.Shokhin

/signed/

A.S.Galushka

/signed/

S.R.Borisov